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QwkPic Terms of Service

September 13, 2016

THIS FOLLOWING USER AGREEMENT DESCRIBES THE TERMS AND CONDITIONS ON WHICH QWKPIC, LLC OFFERS
YOU ACCESS TO THE QWKPIC PLATFORM.

These terms of service constitute a legally binding agreement (the “Agreement”)
between you (“you,” or “your”) and QwkPic, LLC (“QwkPic,” “we,” “us” or “our”), a
California Limited Liability Company, governing your use of the QwkPic application,
website, and technology platform (collectively, the “QwkPic Platform”).

The QwkPic Platform provides a marketplace where persons who seek a photographer
(“Clients”) can be matched with persons willing to take photographs of them
(“Photographers”). Photographers and Clients are collectively referred to herein as
“Users” and each User shall create a User account that enables such User to access
the QwkPic Platform. For purposes of this Agreement, the photography services
provided by Photographers to Clients that are matched through the Platform shall be
referred to collectively as the “Services”.

QWKPIC DOES NOT PROVIDE PHOTOGRAPHY SERVICES, AND QWKPIC IS NOT A
PHOTOGRAPHER AGENCY OR CARRIER. IT IS UP TO THE PHOTOGRAPHER TO
DECIDE WHETHER OR NOT TO OFFER THEIR PHOTOGRAPHY SERVICES TO A
CLIENT CONTACTED THROUGH THE QWKPIC PLATFORM, AND IT IS UP TO THE
CLIENT TO DECIDE WHETHER OR NOT TO ACCEPT PHOTOGRAPHY SERVICES
FROM ANY PHOTOGRAPHER CONTACTED THROUGH THE QWKPIC PLATFORM.
ANY DECISION BY A USER TO OFFER OR ACCEPT SERVICES ONCE SUCH USER IS
MATCHED THROUGH THE QWKPIC PLATFORM IS A DECISION MADE IN SUCH
USER’S SOLE DISCRETION. EACH PHOTOGRAPHY SERVICE PROVIDED BY A
PHOTOGRAPHER TO A CLIENT SHALL CONSTITUTE A SEPARATE AGREEMENT
BETWEEN SUCH PERSONS.

By creating your User account and using the QwkPic Platform, you expressly
acknowledge that you understand this Agreement and accept all of its terms. IF YOU
DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT, YOU MAY NOT USE OR ACCESS THE QWKPIC PLATFORM OR THE
SERVICES.

1. Modification to the Agreement

We reserve the right to modify the terms and conditions of this Agreement at any time,
effective upon posting the amended terms on this site. If we make changes, we will
notify you by, at a minimum, revising the “Last Updated” date at the top of this
Agreement. You are responsible for regularly reviewing this Agreement. Continued use
of the QwkPic Platform or Services after any such changes shall constitute your
consent to such changes. If you do not agree to any such changes you may not use or
access the QwkPic Platform or the Services.

2. Eligibility

The QwkPic Platform is available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the QwkPic Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated, or persons charged with a felony or convicted of a violent misdemeanor. By becoming a User, you represent and warrant under penalty of perjury that you are at least 18 years old, have never been charged with a felony or convicted of a violent misdemeanor, and you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement.

3. Payments

As a Client, you agree that any amounts charged following a session (a “Charge”) are
mandatory and due and payable immediately upon completion of the photography
session. Charges include Session Fees and other applicable fees and taxes plus any
tips to the Photographer that you elect to pay. QwkPic has the authority and reserves
the right to determine and modify pricing by posting applicable Charges. Charges may
vary based on the type of service you request (e.g., QwkPic Lite, QwkPic Pro). You are
responsible for all Charges incurred under your User account regardless of your
awareness of such Charges or the amounts thereof.

Session Fees. Session Fees consist of a base price and incremental charges
based on the duration and number of photos/videos of your session purchased.
For particularly short sessions, minimum Session Fees may apply. Session Fees
may be subject to a multiplier at times of high demand of the Services (“Prime
Time”) as determined by QwkPic. We will use reasonable efforts to inform you of
any Prime Time multipliers in effect at the time you request a photography
session.

Convenience & Trust Fee. QwkPic may assess a per-session “Convenience &
Trust Fee” to offset QwkPic’s expenses, including but not limited to those related
to promoting trust and safety on the QwkPic platform as well as other
operational costs of running the QwkPic Platform. Such expenses are dynamic
and may or may not exceed QwkPic’s Convenience & Trust Fee collections in
certain markets. Excess Convenience & Trust Fee collections, if any, will be
deemed general revenue.

Cancellation Fee. In the event that you cancel a session request on the QwkPic
Platform more than 2 minutes after such request is made, make repeated or
frequent cancellations, or fail to show up for your session in a timely manner,
you agree to pay a “Cancellation Fee”. We may also assess a Cancellation Fee
against you if we suspect that you have intentionally cancelled sessions to
disrupt the QwkPic Platform or the provision of Services.

Damage Fee. If a Photographer reports that you have materially damaged the
Photographer’s equipment, you agree to pay a “Damage Fee” of up to $250
depending on the extent of the damage (as determined by QwkPic in its sole
discretion), towards equipment repair, replacement or cleaning. QwkPic reserves
the right (but is not obligated) to verify or otherwise require documentation of
damages prior to processing the Damage Fee.

Other Charges. Other fees and surcharges may apply to your session, including:
actual or anticipated state or local fees, and processing fees for split payments.
In addition, where required by law QwkPic will collect applicable taxes. Any tips
will be provided entirely to the applicable Photographer.

Facilitation of Payments. QwkPic uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing services. By using the Braintree payment processing services you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/cea-wells. Charges shall only be made through the QwkPic Platform. Cash payments are strictly prohibited. QwkPic may replace its third-party payment processing services without notice to you.

No Refunds. Charges are assessed immediately following completion of the
session to your authorized payment method. All Charges are non-refundable.
This no-refund policy shall apply at all times regardless of your decision to
terminate usage of the QwkPic Platform, any disruption to the QwkPic Platform
or Services, or any other reason whatsoever.

Promotions. QwkPic, at its sole discretion, may make available promotions with
different features to any of our Users or prospective Users. These promotions,
unless made to you, shall have no bearing whatsoever on your Agreement or
relationship with QwkPic.

Credit Card Authorization. Upon addition of a new payment method or each
session request, QwkPic may seek authorization of your selected payment
method to verify your payment method, ensure the session cost will be covered,
and protect against unauthorized behavior. The authorization is not a charge,
however, it may reduce your available credit by the authorization amount until
your bank’s next processing cycle. Should the amount of our authorization
exceed the total funds on deposit in your account, you may be subject to
overdraft of NSF charges by the bank issuing your debit or check card. We
cannot be held responsible for these charges and are unable to assist you in
recovering them from your issuing bank.

As a Photographer, you will receive applicable Session Fees (net of QwkPic’s
Administrative Fee, as discussed below) and any tips provided by Customers to you for
the Services you provide. QwkPic will process all payments due to you through its third
party payments processor. You acknowledge and agree that such amounts shall not
include any interest and will be net of any amounts that we are required to withhold by
law. You expressly authorize QwkPic to set the prices on your behalf for all Charges
that apply to the provision of Services. QwkPic reserves the right to withhold all or a
portion of Photography Fees if it believes that you have attempted to defraud or abuse
QwkPic or QwkPic’s payment systems.

In exchange for permitting you to offer your Services through the QwkPic Platform and
marketplace as a Photographer, you agree to pay QwkPic (and permit QwkPic to retain)
a fee based on each transaction in which you provide Services (the “Administrative
Fee”) The amount of the applicable Administrative Fee will be communicated to you in
an Administrative Fee schedule. QwkPic reserves the right to change the Administrative
Fee at any time in QwkPic’s discretion b ased upon local market factors, and QwkPic
will provide you with notice in the event of such change. Continued use of the QwkPic
Platform after any such change in the Administrative Fee calculation shall constitute
your consent to such change.

QwkPic, at its sole discretion, may make available promotions with different features to
any Photographers or prospective Photographers. These promotions, unless made to
you, shall have no bearing whatsoever on your Agreement or relationship with QwkPic.

4. QwkPic Communications

By becoming a User, you expressly consent and agree to accept and receive
communications from us, including via e-mail, text message, calls, and push
notifications to the cellular telephone number you provided to us. By consenting to
being contacted by QwkPic, you understand and agree that you may receive
communications generated by automatic telephone dialing systems and/or which will
deliver prerecorded messages sent by or on behalf of QwkPic, its affiliated companies
and/or Photographers, including but not limited to: operational communications
concerning your User account or use of the QwkPic Platform or Services, updates
concerning new and existing features on the QwkPic Platform, communications
concerning promotions run by us or our third party partners, and news concerning
QwkPic and industry developments. IF YOU WISH TO OPT-OUT OF PROMOTIONAL
EMAILS, TEXT MESSAGES, OR OTHER COMMUNICATIONS, YOU MAY OPT-OUT BY
FOLLOWING THE UNSUBSCRIBE OPTIONS PROVIDED TO YOU. Standard text
messaging charges applied by your cell phone carrier will apply to text messages we
send. You acknowledge that you are not required to consent to receive promotional
messages as a condition of using the QwkPic Platform or the Services. In addition, you
acknowledge that opting out of receiving all texts may impact your use of the QwkPic
Platform or the Services.

5. Your Information

Your Information is any information you provide, publish or post to or through the
QwkPic Platform (including any profile information you provide) or send to other Users
(including via in-application feedback, any email feature, or through any QwkPic-related
Facebook, Twitter or other social media posting) (your “Information”). You consent to us
using your Information to create a User account that will allow you to use the QwkPic
Platform and participate in the Services. Our collection and use of personal information
in connection with the QwkPic Platform and Services is as provided in QwkPic’s
Privacy Policy.

You are solely responsible for your Information and your interactions with other
members of the public, and we act only as a passive conduit for your online posting of
your Information. You agree to provide and maintain accurate, current and complete
information and that we and other members of the public may rely on your Information
as accurate, current and complete.

You warrant and represent to us that you are the sole author of your Information. To
enable the QwkPic Platform to use your Information, you grant to us a non-exclusive,
worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers)
right and license to exercise the copyright, publicity, and database rights you have in
your Information, and to use, copy, perform, display and distribute such Information to
prepare derivative works, or incorporate into other works, such Information, in any
media now known or not currently known. QwkPic does not assert any ownership over
your Information; rather, as between us and you, subject to the rights granted to us in
this Agreement, you retain full ownership of all of your Information and any intellectual
property rights or other proprietary rights associated with your Information.

You are the sole authorized user of your account. You are responsible for maintaining
the confidentiality of any password provided by you or QwkPic for accessing the
QwkPic Platform. You are solely and fully responsible for all activities that occur under
your User account, and QwkPic expressly disclaims any liability arising from the
unauthorized use of your User account. Should you suspect that any unauthorized
party may be using your User account or you suspect any other breach of security, you
agree to notify us immediately.

6. Social Networking Sites

As part of the functionality of the QwkPic Platform, you may be able to create or login
to your User account through online accounts you may have with third party social
networking sites (each such account, an "SNS Account") by either providing your SNS
Account login information through the QwkPic Platform or allowing QwkPic to access
your SNS Account. By granting QwkPic access to any SNS Accounts, you understand
that QwkPic may access, make available and store any content that you have provided
to and stored in your SNS Account including without limitation any friend, mutual
friends, contacts or following/followed lists (the “SNS Content”) so that it is available
on and through the QwkPic Platform to other Users. Unless otherwise specified in this
Agreement, all SNS Content, if any, shall be considered to be your Information.
Depending on the privacy settings that you have set in such SNS Accounts, personally
identifiable information that you post to your SNS Accounts may be available on and
through the QwkPic Platform.

7. Restricted Activities

With respect to your use of the QwkPic Platform and your participation in the Services,
you agree that you will not:

impersonate any person or entity;

stalk, threaten, or otherwise harass any person, or carry any weapons;

violate any law, statute, ordinance or regulation;

interfere with or disrupt the Services or the QwkPic Platform or the servers or
networks connected to the QwkPic Platform;

post Information or interact on the QwkPic Platform or Services in a manner
which is false, inaccurate, misleading (directly or by omission or failure to update
information), defamatory, libelous, abusive, obscene, profane, offensive, sexually
oriented, threatening, harassing, or illegal;

use the QwkPic Platform in any way that infringes any third party’s rights,
including but not limited to: intellectual property rights, copyright, patent,
trademark, trade secret or other proprietary rights or rights of publicity or
privacy;

post, email or otherwise transmit any malicious code, files or programs designed
to interrupt, damage, destroy or limit the functionality of any computer software
or hardware or telecommunications equipment or surreptitiously intercept or
expropriate any system, data or personal information;

forge headers or otherwise manipulate identifiers in order to disguise the origin
of any information transmitted through the QwkPic Platform;

“frame” or “mirror” any part of the QwkPic Platform, without our prior written
authorization or use meta tags or code or other devices containing any reference
to us in order to direct any person to any other web site for any purpose; or

modify, adapt, translate, reverse engineer, decipher, decompile or otherwise
disassemble any portion of the QwkPic Platform or any software used on or for
the QwkPic Platform;

rent, lease, lend, sell, redistribute, license or sublicense the QwkPic Platform or
access to any portion of the QwkPic Platform;

use any robot, spider, site search/retrieval application, or other manual or
automatic device or process to retrieve, index, scrape, “data mine”, or in any
way reproduce or circumvent the navigational structure or presentation of the
QwkPic Platform or its contents;

create liability for us or cause us to become subject to regulation as a
photographer agency or provider of photography services;

link directly or indirectly to any other web sites;

transfer or sell your User account, password and/or identification to any other
party; or

cause any third party to engage in the restricted activities above.

We reserve the right, but we have no obligation, to suspend or deactivate your User
account if you do not comply with these prohibitions.

8. Photographer Representations and Warranties

By providing Services as a Photographer on the QwkPic Platform, you represent,
warrant, and agree that:

You possess a valid driver’s license or identification and are authorized and
medically fit to operate a smartphone or camera to provide photography
services and have all appropriate licenses, approvals and authority to provide
photography services to customers in all jurisdictions in which you provide
Services.

You own, or have the legal right to use the requisite smartphone or camera you
use when providing Services, and such equipment is in good operating
condition.

You will only provide Services using the smartphone and/or camera that has
been reported to Us.

You will not screengrab, capture, save, or store any photographs, pictures,
videos or other media taken by, on, or with the QwkPic Platform during a
photography session outside of the QwkPic Platform.

You will not send, share, or disseminate any photographs, pictures, videos or
other media taken by, on, or with the QwkPic Platform during a photography
session outside of the QwkPic Platform.

You agree that you relinquish any and all copyrights to the photographs,
pictures, videos or other media taken by, on, or with the QwkPic Platform during
a photography session.

You will be solely responsible for any and all liability that results from or is
alleged as a result of your provision of Services, including, but not limited to
personal injuries, death and property damages.

You will comply with all applicable laws, rules and regulations while providing
Services, and you will be solely responsible for any violations of such provisions.

You will pay all applicable federal, state and local taxes based on your provision
of Services and any payments received by you.

You will not make any misrepresentation regarding QwkPic, the QwkPic
Platform, the Services or your status as a Photographer, or, while providing the
Services charge for sessions (except as expressly provided in this Agreement),
or engage in any other activity in a manner that is inconsistent with your
obligations under this Agreement.

You will not attempt to defraud QwkPic or Clients in connection with your
provision of Services. If we suspect that you have engaged in fraudulent activity
we may withhold applicable Session Fees or other payments for the session(s) in
question.

You will not discriminate or harass anyone on the basis of race, national origin,
religion, gender, gender identity, physical or mental disability, medical condition,
marital status, age or sexual orientation. You will make reasonable
accommodation for service animals.

You agree that we may obtain information about you, including your criminal
records, and you agree to provide any further necessary authorizations to
facilitate our access to such records during the term of the Agreement.

9. Proprietary Rights and Trademark License

All intellectual property rights in the QwkPic Platform shall be owned by us absolutely
and in their entirety. These rights include and are not limited to database rights,
copyright, design rights (whether registered or unregistered), trademarks (whether
registered or unregistered) and other similar rights wherever existing in the world
together with the right to apply for protection of the same. All other trademarks, logos,
service marks, company or product names set forth in the QwkPic Platform are the
property of their respective owners. You acknowledge and agree that any questions,
comments, suggestions, ideas, feedback or other information (“Submissions”)
provided by you to us are non-confidential and shall become the sole property of
QwkPic. QwkPic shall own exclusive rights, including all intellectual property rights,
and shall be entitled to the unrestricted use and dissemination of these Submissions
for any purpose, commercial or otherwise, without acknowledgment or compensation
to you.

QwkPic, the QwkPic Camera and other QwkPic logos, designs, graphics, icons, scripts
and service names are registered trademarks, trademarks or trade dress of QwkPic in
the United States and/or other countries (collectively, the “QwkPic Marks”). If you
provide Services as a Photographer, QwkPic grants to you, during the term of this
Agreement, and subject to your compliance with the terms and conditions of this
Agreement, a limited, revocable, non-exclusive license to display and use the QwkPic
Marks solely in connection with providing the Services through the QwkPic Platform
(“License”). The License is non-transferable and non-assignable, and you shall not
grant to any third party any right, permission, license or sublicense with respect to any
of the rights granted hereunder without QwkPic’s prior written permission, which it may
withhold in its sole discretion. The QwkPic Marks may not be used in any manner that
is likely to cause confusion.

You acknowledge that QwkPic is the owner and licensor of the QwkPic Marks, and that
your use of the QwkPic Marks will confer no additional interest in or ownership of the
QwkPic Marks in you but rather inures to the benefit of QwkPic. You agree to use the
QwkPic Marks strictly in accordance with QwkPic’s Trademark Usage Guidelines, as
may be provided to you and revised from time to time, and to immediately cease any
use that QwkPic determines to nonconforming or otherwise unacceptable.

You agree that you will not:

create any materials that incorporate the QwkPic Marks or any derivatives of the
QwkPic Marks other than as expressly approved by QwkPic in writing;

use the QwkPic Marks in any way that tends to impair their validity as
proprietary trademarks, service marks, trade names or trade dress, or use the
QwkPic Marks other than in accordance with the terms, conditions and
restrictions herein;

take any other action that would jeopardize or impair QwkPic’s rights as owner
of the QwkPic Marks or the legality and/or enforceability of the QwkPic Marks,
including, without limitation, challenging or opposing QwkPic’s ownership in the
QwkPic Marks;

apply for trademark registration or renewal of trademark registration of any of the
QwkPic Marks, any derivative of the QwkPic Marks, any combination of the
QwkPic Marks and any other name, or any trademark, service mark, trade name,
symbol or word which is similar to the QwkPic Marks;

use the QwkPic Marks on or in connection with any product, service or activity
that is in violation of any law, statute, government regulation or standard.

Violation of any provision of this License may result in immediate termination of the
License, in QwkPic’s sole discretion. If you create any materials bearing the QwkPic
Marks (in violation of this Agreement or otherwise), you agree that upon their creation
QwkPic exclusively owns all right, title and interest in and to such materials, including
without limitation any modifications to the QwkPic Marks or derivative works based on
the QwkPic Marks. You further agree to assign any interest or right you may have in
such materials to QwkPic, and to provide information and execute any documents as
reasonably requested by QwkPic to enable QwkPic to formalize such assignment.

10. Copyright Complaints

QwkPic respects the intellectual property of others, and expects Users to do the same.
If you believe, in good faith, that any materials on the Services infringe upon your
copyrights, please send the following information to QwkPic’s Offices at

4215 Glencoe Ave #403

Marina del Rey, CA 90292

a description of the copyrighted work that you claim has been infringed,
including specific location on the QwkPic Platform where the material you claim
is infringed is located. Include enough information to allow QwkPic to locate the
material, and explain why you think an infringement has taken place;

a description of the location where the original or an authorized copy of the
copyrighted work exists – for example, the URL (Internet address) where it is
posted or the name of the book in which it has been published;

your address, telephone number, and e-mail address;

a statement by you that you have a good faith belief that the disputed use is not
authorized by the copyright owner, its agent, or the law;

a statement by you, made under penalty of perjury, that the information in your
notice is accurate, and that you are the copyright owner or authorized to act on
the copyright owner's behalf; and

an electronic or physical signature of the owner of the copyright or the person
authorized to act on behalf of the owner of the copyright interest.

11. Disclaimers

The following disclaimers are made on behalf of QwkPic, our affiliates, and each of our
respective officers, directors, employees, agents, shareholders and suppliers.

The QwkPic Platform is provided on an “as is” basis and without any warranty or
condition, express, implied or statutory. We do not guarantee and do not promise any
specific results from use of the QwkPic Platform and/or the Services, including the
ability to provide or receive Services at any given location or time.

We specifically disclaim any implied warranties of title, merchantability, fitness for a
particular purpose and non-infringement. Some states do not allow the disclaimer of
implied warranties, so the foregoing disclaimer may not apply to you. This warranty
gives you specific legal rights and you may also have other legal rights that vary from
state to state.

We do not warrant that your use of the QwkPic Platform or Services will be accurate,
complete, reliable, current, secure, uninterrupted, always available, or error-free, or will
meet your requirements, that any defects in the QwkPic Platform will be corrected, or
that the QwkPic Platform is free of viruses or other harmful components. We disclaim
liability for, and no warranty is made with respect to, connectivity and availability of the
QwkPic Platform or Services.

We have no control over the quality or safety of the photographer services or photo
session that occurs as a result of the Services. We cannot ensure that a Photographer
or Client will complete an arranged photography service.

We cannot guarantee that each Client is who he or she claims to be. Please use
common sense when using the QwkPic Platform and Services, including looking at the
photos of the Photographer or Client you have matched with to make sure it is the
same individual you see in person. Please note that there are also risks of dealing with
underage persons or people acting under false pretense, and we do not accept
responsibility or liability for any content, communication or other use or access of the
QwkPic Platform by persons under the age of 18 in violation of this Agreement. We
encourage you to communicate directly with each potential Photographer or Client
prior to engaging in an arranged photography session.

QwkPic is not responsible for the conduct, whether online or offline, of any User of the
QwkPic Platform or Services. You are solely responsible for your interactions with other
Users. We do not procure insurance for, nor are we responsible for, personal
belongings given to Photographers or Clients. By using the QwkPic Platform and
participating in the Services, you agree to accept such risks and agree that QwkPic is
not responsible for the acts or omissions of Users on the QwkPic Platform or
participating in the Services.

It is possible for others to obtain information about you that you provide, publish or
post to or through the QwkPic Platform (including any profile information you provide),
send to other Users, or share during the Services, and to use such information to
harass or harm you. We are not responsible for the use of any personal information that
you disclose to other Users on the QwkPic Platform or through the Services. Please
carefully select the type of information that you post on the QwkPic Platform or through
the Services or release to others. We disclaim all liability, regardless of the form of
action, for the acts or omissions of other Users (including unauthorized users, or
“hackers”).

Opinions, advice, statements, offers, or other information or content made available
through the QwkPic Platform, but not directly by us, are those of their respective
authors, and should not necessarily be relied upon. Such authors are solely responsible
for such content. Under no circumstances will we be responsible for any loss or
damage resulting from your reliance on information or other content posted on the
QwkPic Platform or otherwise disseminated by third parties. We reserve the right, but
we have no obligation, to monitor the materials posted in the public areas of the
QwkPic Platform and remove any such material that in our sole opinion violates, or is
alleged to violate, the law or this agreement or which might be offensive, illegal, or that
might violate the rights, harm, or threaten the safety of Users or others.

The QwkPic Platform contains (or you may be sent through the QwkPic Platform) links
to other websites owned and operated by third parties (“Third Party Sites”), as well as
articles, photographs, text, graphics, pictures, designs, music, sound, video,
information, applications, software and other content or items belonging to or
originating from third parties (“Third Party Content”). Such Third Party Sites and Third
Party Content are not investigated, monitored or checked for accuracy,
appropriateness, or completeness by us, and we are not responsible for any Third
Party Sites or Third Party Content accessed through the QwkPic Platform.

Location data provided by the QwkPic Platform is for basic location purposes only and
is not intended to be relied upon in situations where precise location information is
needed or where erroneous, inaccurate or incomplete location data may lead to death,
personal injury, property or environmental damage. Neither QwkPic, nor any of its
content providers, guarantees the availability, accuracy, completeness, reliability, or
timeliness of location data displayed by the QwkPic Platform. Any of your Information,
including geolocational data, you upload, provide, or post on the QwkPic Platform may
be accessible to QwkPic and certain Users of the QwkPic Platform.

This paragraph applies to any version of the QwkPic Platform that you acquire from the
Apple App Store. This Agreement is entered into between you and QwkPic. Apple, Inc.
(“Apple”) is not a party to this Agreement and shall have no obligations with respect to
the QwkPic Platform. QwkPic, not Apple, is solely responsible for the QwkPic Platform
and the content thereof as set forth hereunder. However, Apple and Apple’s
subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of
this Agreement, Apple shall have the right (and will be deemed to have accepted the
right) to enforce this Agreement against you as a third party beneficiary thereof. This
Agreement incorporates by reference Apple’s Licensed Application End User License
Agreement for purposes of which, you are “the end-user.” In the event of a conflict in
the terms of the Licensed Application End User License Agreement and this
Agreement, the terms of this Agreement shall control.

12. Indemnity

You will defend, indemnify, and hold us and our affiliates and each of our respective
officers, directors, employees, agents, shareholders and suppliers harmless from any
claims, actions, suits, losses, costs, liabilities and expenses (including reasonable
attorneys’ fees) relating to or arising out of your use of the QwkPic Platform and
participation in the Services, including:

your breach of this Agreement or the documents it incorporates by reference;

your violation of any law or the rights of a third party, including, without
limitation, Photographers, Clients, as a result of your own interaction with such
third party;

any allegation that any materials that you submit to us or transmit through the
QwkPic Platform or to us infringe or otherwise violate the copyright, trademark,
trade secret or other intellectual property or other rights of any third party; and

any other activities in connection with the Services. This indemnity shall be
applicable without regard to the negligence of any party, including any
indemnified person.

13. Limitation of Liability

IN NO EVENT WILL WE, OUR AFFILIATES, OR EACH OF OUR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS OR SUPPLIERS,
BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL,
OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO
STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED
BY THE QWKPIC PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF
PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION
WITH THE QWKPIC PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER
ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR
REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. WE WILL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT,
SPECIAL, PUNITIVE, INCIDENTAL AND/OR CONSEQUENTIAL (INCLUDING, BUT NOT
LIMITED TO PHYSICAL DAMAGES, BODILY INJURY, DEATH AND/OR EMOTIONAL
DISTRESS AND DISCOMFORT) ARISING OUT OF YOUR COMMUNICATING WITH OR
MEETING OTHER USERS OF THE QWKPIC PLATFORM OR SERVICES, EVEN IF WE
OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS MAY NOT ALLOW THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO
YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS
MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

14. Release

In the event that you have a dispute with one or more Users, you agree to release
QwkPic (including our affiliates and each of our respective officers, directors,
employees, agents, shareholders, and suppliers) from claims, demands and damages
of every kind and nature, known and unknown, suspected and unsuspected, disclosed
and undisclosed, arising out of or in any way connected to such disputes with other
Users or to your use of the QwkPic Platform or participation in the Services.
Furthermore, you expressly waive any rights you may have under California Civil Code
Section 1542 (or analogous laws of other states), which says: “A general release does
not extend to claims which the creditor does not know or suspect to exist in his favor at
the time of executing the release, which, if known by him must have materially affected
his settlement with the debtor.” We reserve the right, but have no obligation, to monitor
disputes between you and other Users.

15. Term and Termination

This Agreement is effective upon your creation of a User account, as amended by any
modifications made pursuant to Section 1. You may discontinue your use of the
QwkPic Platform or participation in the Services at any time, for any reason. We may
suspend or deactivate your User account (either as a Client and/or Photographer), or
revoke your permission to access the QwkPic Platform, at any time, for any reason,
upon notice to you. We reserve the right to refuse access to the QwkPic Platform to
any User for any reason not prohibited by law. Either party may terminate the
Agreement for any reason upon written notice to the other party. Sections 1, 4 (with
respect to the license) and 6-21 shall survive any termination or expiration of this
Agreement.

16. Agreement to Arbitrate All Disputes and Legal Claims

You and We agree that any legal disputes or claims arising out of or related to the
Agreement (including but not limited to the use of the QwkPic Platform and/or the
Services, or the interpretation, enforceability, revocability, or validity of the Agreement,
or the arbitrability of any dispute), that cannot be resolved informally shall be submitted
to binding arbitration in the state in which the Agreement was performed. The
arbitration shall be conducted by the American Arbitration Association under its
Commercial Arbitration Rules (a copy of which can be obtained here), or as otherwise
mutually agreed by you and we. Any judgment on the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof. Claims shall be brought within
the time required by applicable law. You and we agree that any claim, action or
proceeding arising out of or related to the Agreement must be brought in your
individual capacity, and not as a plaintiff or class member in any purported class,
collective, or representative proceeding. The arbitrator may not consolidate more than
one person's claims, and may not otherwise preside over any form of a representative,
collective, or class proceeding.

YOU ACKNOWLEDGE AND AGREE THAT YOU AND QWKPIC ARE EACH WAIVING
THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR
CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE
PROCEEDING.

17. Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and
confidential information relating to QwkPic’s business, operations and properties,
including User information (“Confidential Information”) disclosed to you by QwkPic for
your own use or for any purpose other than as contemplated herein. You shall not
disclose or permit disclosure of any Confidential Information to third parties. You agree
to take all reasonable measures to protect the secrecy of and avoid disclosure or use of
Confidential Information of QwkPic in order to prevent it from falling into the public
domain. Notwithstanding the above, you shall not have liability to QwkPic with regard
to any Confidential Information which you can prove: was in the public domain at the
time it was disclosed by QwkPic or has entered the public domain through no fault of
yours; was known to you, without restriction, at the time of disclosure, as
demonstrated by files in existence at the time of disclosure; is disclosed with the prior
written approval of QwkPic; becomes known to you, without restriction, from a source
other than QwkPic without breach of this Agreement by you and otherwise not in
violation of QwkPic’s rights; or is disclosed pursuant to the order or requirement of a
court, administrative agency, or other governmental body; provided, however, that You
shall provide prompt notice of such court order or requirement to QwkPic to enable
QwkPic to seek a protective order or otherwise prevent or restrict such disclosure.

18. Independent Contractors, No Agency

You and QwkPic are independent contractors, and no agency, partnership, joint
venture, employee-employer or franchisor-franchisee relationship is intended or
created by this Agreement.

19. Notices, Complaints

Except as explicitly stated otherwise, any notices to QwkPic shall be given by certified
mail, postage prepaid and return receipt requested to:

4215 Glencoe Ave #403

Marina del Rey, CA 90292

Such notice shall be deemed given three (3) days after the date of mailing. Any notices
to you shall be provided to you through the QwkPic Platform or given to you via the
email address you provide to QwkPic during the registration process, and such notice
shall be deemed given immediately upon sending. Alternatively, we may give you
notice by certified mail, postage prepaid and return receipt requested, to the address
provided to QwkPic during the registration process. In such case, notice shall be
deemed given three (3) days after the date of mailing.

To resolve a complaint regarding the QwkPic Platform, you should first contact us
HERE.

20. General

This Agreement shall be governed by the laws of the State of California without regard
to choice of law principles. If any provision of this Agreement is held to be invalid or
unenforceable, such provision shall be struck and the remaining provisions shall be
enforced. You agree that this Agreement and all incorporated agreements may be
automatically assigned by QwkPic, in our sole discretion in accordance with the
“Notices” section of this Agreement. Headings are for reference purposes only and in
no way define, limit, construe or describe the scope or extent of such section. A party’s
failure to act with respect to a breach by the other party does not constitute a waiver of
the party’s right to act with respect to subsequent or similar breaches. This Agreement
sets forth the entire understanding and agreement between you and QwkPic with
respect to the subject matter hereof.

21. QwkPic Referral Program Rules

These QwkPic Referral Program Rules (“Program Rules”) govern your participation in the QwkPic
Referral Program. The Program Rules are in addition to any agreements between you and QwkPic,
including the QwkPic Terms of Service and/or the QwkPic Privacy Policy as applicable (collectively,
the “QwkPic Terms”). The QwkPic Terms are incorporated by reference and shall apply to your
participation in the QwkPic Referral Program, including, if necessary, to resolve any disputes
between you and QwkPic related to or arising out of the Referral Program.

Program Overview

The QwkPic Referral Program (“Referral Program”) is offered by QwkPic, LLC (“QwkPic”) and provides
Users who are interested in referring their friends or contacts (“Referrers”) the opportunity to
refer eligible individuals to join the QwkPic Community as new Customers or Photographers. These
Program Rules apply to both referrers and referred Users, so please read carefully to understand
your respective rights and obligations.

Referrer Eligibility

To be eligible to participate in the Referral Program as a referrer, you must (a) be a legal
resident of the United States; (b) be at least 18 years of age; and (c) maintain a QwkPic account in
good standing. Referrers may be either Photographers or Customers. A single person may use the
QwkPic Platform as either a Photographer or a Customer. However, if you violate the Referral Program
Rules or any applicable Terms of Service, QwkPic may suspend or terminate your ability to
participate in the Referral Program under any or all of your accounts.

QwkPic Codes

Under the Referral Program, QwkPic may provide you with a unique alphanumeric code (“QwkPic Code”)
to distribute to eligible individuals to become new Customers or Photographers. QwkPic may also
provide you the ability to create additional QwkPic Codes. QwkPic owns all rights in and to any
QwkPic Code whether provided to you or created by you. You acknowledge and agree that: (a) QwkPic
may limit the number of QwkPic Codes you may create or are made available to you, (b) you have no
ownership rights in any form over the QwkPic Codes, and (c) QwkPic may reclaim, deactivate,
invalidate or terminate your QwkPic Code at any time at its sole discretion.

How to Refer New Users

a. Referred Customers.

You may refer eligible individuals to become new Customers on the QwkPic Platform. In order to be
eligible for a Referral Reward (defined below) for a new Customer, the person must (i) have never
previously created a QwkPic account; (ii) be at least 18 years of age, and (iii) satisfy the
applicable Reward Criteria, as discussed below. If these conditions are met, the person shall be
considered your “Referred Customer.”

b. Referred Photographers.

You may refer eligible individuals to become new Photographers on the QwkPic Platform. In order to
receive a Referral Reward for a new Photographer, the person must (i) have never previously been a
Photographer or started an application to become a Photographer; (ii) meet all eligibility
requirements and be approved as a photographer on the QwkPic Platform, and (iii) satisfy the
applicable Reward Criteria. QwkPic photographer eligibility and approval is determined at the sole
discretion of QwkPic, and is not guaranteed. The duration of the review process may vary. If these
conditions are met, the person shall be considered your “Referred Photographer.”

c. Invitations through the QwkPic Platform.

You may invite individuals to become new Users directly through the QwkPic Platform by entering or
providing QwkPic with your invitee’s contact information (all information collected by QwkPic under
the Referral Program shall be governed by QwkPic's Privacy Policy). Inviting an individual through
the QwkPic Platform may generate an automatic invitation text (SMS) or email (the “Invitation”) to
the person which may be sent through your phone number or a number controlled by QwkPic. The
Invitation may contain a promotional offer of QwkPic credit to a new User or a bonus to a new
Photographer. You represent that you have the necessary consent from your invitee to send them the
Invitation (either directly or through the QwkPic Platform). If your invitee follows the links in
your Invitation and creates a QwkPic account using the information provided, your QwkPic Code will
be automatically applied on the new Customer’s account or the new Photographer’s application, as
applicable.

d. Other Invitations.

You may also invite individuals to become new Users by distributing your QwkPic Code directly and
instructing them to manually input your QwkPic Code into the QwkPic App. A User will not be able to
apply your QwkPic Code if (i) they’ve already applied another User’s QwkPic Code or a different
promotion code, (ii) they’ve already received QwkPic credit from QwkPic or another source on their
User account prior to entry of your QwkPic Code, or (iii) they have a QwkPic photo shoot prior to
entering your QwkPic Code in their Account. A Photographer will not be able to apply your QwkPic
Code if they start their application without entering your Code. If a User does not enter your
QwkPic Code you will not receive attribution for the referral and they will not be considered your
Referred User or Referred Photographer. QwkPic reserves the right to supply new Users with QwkPic
credit or sign-on bonuses at its discretion.

Referral Rewards

a. General.

You are eligible to earn a referral incentive (“Referral Reward”) for each Referred User and
Referred Photographer that you refer to the QwkPic Platform (subject to certain maximum limits and
the other terms in these Referral Program Rules). As discussed above, in order to qualify as your
Referred User or Referred Photographer, the new User must satisfy the applicable Reward Criteria.
The Reward Criteria are set by QwkPic in its sole discretion and are subject to change at any time.
The Reward Criteria may vary by market or within a particular market. QwkPic, at its sole
discretion, may make available certain promotions with different Reward Criteria or Referral Rewards
to other Users or prospective Users. These promotions, unless offered to you, shall have no bearing
whatsoever on your Agreement or relationship with QwkPic.

If the new User that you refer satisfies the Reward Criteria, the type of Reward you are eligible to
receive may depend on (i) which QwkPic User account you used to refer the new user (in general,
Referrers, Ambassadors and Local Partners can earn cash for Referred Users paid out in their weekly
earnings, whereas Customers receive QwkPic credits in their QwkPic account -- the amount of the
Reward may also vary depending on which User account you use), (ii) the QwkPic region associated
with your QwkPic account (which may be the last location you have logged into the QwkPic
application), (iii) the QwkPic region associated with the Referred User when they apply your QwkPic
Code, or (iv) other factors as determined and communicated by QwkPic.

b. Earning Rewards for Referred Customers.

New Customers you refer may receive QwkPic credit upon creating their new QwkPic account (“Referral
Credit”). Referral Credit is only valid for use on the QwkPic Platform and is not transferable or
redeemable for cash. Referral Credit may contain certain restrictions such as expiration dates or
geographical use limitations which will be communicated to the new Customer. New Customers should
check the Promo Code tab within their QwkPic App to determine whether they have Referral Credit and
any restrictions on its use. In order to satisfy the Referral Criteria, the referred Customer must
take their first QwkPic photo session before the Referral Credit expires, but in no event later than
thirty (30) days from the creation of their QwkPic account. All terms and conditions for the
distribution and use of Referral Credit are determined by QwkPic in its sole discretion.

c. Maximum Rewards for Referred Customers.

The maximum amount of Referral Rewards that QwkPic will pay for Referred Customers is $2,000 per
week (either in cash, QwkPic credit, or a combination of the two). For example, if the Referral
Reward is $10 per Referred Customer and you generate 230 Referred Customers in a single week, the
maximum you can earn is $2,000 (in cash or QwkPic credit) for such week. This maximum Referral
Reward amount shall apply across all of your QwkPic accounts (Customer, Photographer, Ambassador,
and/or Local Partner). You may not create multiple QwkPic accounts to circumvent the Referral Reward
maximum, and QwkPic may withhold or deny any amounts above the maximum Referral Reward. QwkPic
reserves the right to change this maximum amount, and it is your responsibility to review the
Referral Program Rules for the current maximum limits.

d. Earning Rewards for Referred Photographers.

When you refer a new Photographer to the QwkPic Platform you may be eligible for a Referral Reward
if the Photographer is approved and satisfies the Reward Criteria. The applicable Reward Criteria
varies by time, market, and promotion. QwkPic will confirm the applicable Reward Criteria for the
Referred Photographer (if any) upon submission of their Photographer application. As a standing
rule, the new Photographer applicant must complete their Photographer application and become
approved as a photographer on the QwkPic Platform within 30 days of starting the application in
order to be eligible to complete the Reward Criteria. In addition, the Reward Criteria for new
photographers always includes providing a certain number of photo sessions on the QwkPic Platform
within a certain number of days of becoming an approved photographer (the specifics shall be
confirmed upon application). In all cases, no more than two photo sessions given to the same
customer shall count toward the photo shoot total.

e. Maximum Rewards for Referred Photographers.

QwkPic reserves the right to set a maximum amount of Referral Rewards you can earn per week (or any
other time increment) for referring new Photographers to the QwkPic Platform. It is your
responsibility to review the Referral Program Rules for the current maximum limits.

f. Resolving Disputes over Referrals.

Only one person can earn a Referral Reward for a single Referred User or Referred Photographer. In
the event that multiple persons claim credit for a particular referral, QwkPic has full discretion
to determine which person earned such referral according to QwkPic’s systems.

g. Reservation of rights.

QwkPic reserves the right to withhold or deduct Referral Rewards or Referral Credit obtained through
the Referral Program in the event that QwkPic determines or believes that the receipt of the
Referral Reward or Referral Credit was in error, fraudulent, illegal, or in violation of these
Referral Program Rules or any other applicable agreement between you and QwkPic.

Restrictions

In connection with your participation in the Referral Program, you expressly agree to the
restrictions listed below. When distributing, promoting or communicating your Referral Code(s) you
agree that:
No spamming. You agree that you will not “spam” anyone with invitations to join the QwkPic
community, and that you at all times will remain compliant with CAN-SPAM, the TCPA, and other
applicable laws. The following specific activities are prohibited:
Mass emailing, texting or messaging people you do not personally know;
Use of automated systems or bots through any channel to distribute, post or respond to your Referral
Code;
Use of scripts, programed or automatic dialers to send invites or to communicate Referral Codes; and
Posting referral codes on event or venue pages without express permission from the owner.
No Misrepresentations. You agree that you will not attempt to mislead anyone in connection with the
Referral Program, either by affirmative representation, implication, or omission. In particular, you
agree that you will not:
Impersonate any person or entity
Create fake accounts, blogs, webpages, profiles, websites, links or messages
Misrepresent your relationship with QwkPic or any other third party (Don’t create content or
communications that could have the effect of leading a consumer to believe that it is an official
communication from QwkPic.
Suggest that an affiliation or partnership exists with a third party where none exists. Some
examples include:
Don’t make misrepresentations with respect to the characteristics or qualification requirements for
any referral rewards. You acknowledge that QwkPic may change the characteristics or qualification
requirements for referral rewards in its discretion, and therefore you shall not represent any fixed
characteristics (e.g., amount of QwkPic credit, expiration date).
Prohibited content. You agree that you will not use the QwkPic brand in connection with:
Disparaging or defamatory content concerning QwkPic or third parties;
Content which promotes racism, bigotry, hatred, discrimination or physical harm of any kind against
any group or individual;
Offensive, abusive, intimidating or harassing content
Content that is sexually explicit, obscene and/or contains nudity
Any political and/or religious statement;
Content containing images or reference to drugs, alcohol, tobacco, weapons or firearms
Content that violates someone else’s privacy
Other restrictions. You also agree that you will not:
Specify the monetary amount of the referral code unless authorized by QwkPic in writing;
Create websites, domains, URLs, social media handles or email addresses containing the word
“QwkPic”;
Use the names or marks of QwkPic competitors
Use images of celebrities or other public or private figures without their written consent
Use someone else’s brand name or intellectual property without their written consent (for example,
referencing “Superbowl” or “Coachella” would be prohibited);
Engage in phishing or attempting to obtain financial or other personal information
Solicit passwords or personally identifiable information
Sell your Referral Code. You agree that you will only distribute your QwkPic Code free of charge
only for promotional purposes. You may not sell, trade, or barter your QwkPic Code under any
circumstances. You may not pay or provide anything of value to an invited user beyond any referral
credit or collateral supplied by QwkPic.
Violate or infringe the rights of a third party. You will not create any QwkPic Code that infringes
on the intellectual property rights of any third party. You will adhere to the License terms in any
use of the QwkPic Marks.
Advertise. You agree that you will not pay to advertise your QwkPic Code or the Referral Program,
including via Google, Facebook, Twitter, Bing and Craigslist.
Create printed materials other than those authorized by QwkPic (including but not limited to:
VistaPrint)
Post printed materials on public or private property without the express written consent.
Engage in fraudulent activity. You agree that you and your referrals will not defraud or abuse (or
attempt to defraud or abuse) QwkPic, the terms of the QwkPic Referral Program, or any invited users.
If you violate any of these restrictions QwkPic may, in its discretion, remove your eligibility to
participate in the Referral Program, and/or deny you any Referral Rewards earned in violation or
suspected violation of these restrictions.

Other Terms

The following terms shall also apply to your participation in the Referral Program.
Referred Photographers who earn a Referral Reward for satisfying the Reward Criteria are not
eligible for other sign-on bonuses or sign-on guarantees.
Users cannot earn Referral Rewards for referring themselves.
In exchange for allowing you to promote your QwkPic Code online (subject to the restrictions above),
you agree to include a link on any such promotion page back to QwkPic’s promotion page (or such
other page as QwkPic designates). All QwkPic promotions run for a limited time only and are subject
to change at QwkPic’s discretion.